What changed in this filing

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Item 1. Financial Statements

2024-08-05 compared with 2024-04-29 · 162 added, 30 removed, 376 unchanged (34% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Revenues and other income

19 unchanged sentences

Earnings (loss) per common share (dollars)

2.14 1.94 4.20 4.73

Earnings (loss) per common share - assuming dilution (dollars)

2.14 1.94 4.20 4.73

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

1 unchanged sentence

(millions of dollars) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income (loss) including noncontrolling interests 9,571 8,153 18,137 19,996

10 unchanged sentences

(millions of dollars, unless noted)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets

28 unchanged sentences

Common stock held in treasury

( 4,076 million shares at March 31, 2024 and

( 3,576 million shares at June 30, 2024 and

4,048 million shares at December 31, 2023)

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars) Three Months Ended

(millions of dollars) Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

9 unchanged sentences

Other investing activities including collection of advances 224 183

Cash acquired from mergers and acquisitions 754 0

Net cash used in investing activities ( 9,446 ) ( 9,281 )

1 unchanged sentence

Additions to long-term debt 217 136

Reductions in long-term debt ( 1,142 ) ( 6 )

Reductions in short-term debt

1 unchanged sentence

Additions/(reductions) in debt with three months or less maturity ( 6 ) ( 172 )

Contingent consideration payments ( 27 ) ( 68 )

Cash dividends to ExxonMobil shareholders ( 8,093 ) ( 7,439 )

16 unchanged sentences

Finance leases 53 438

Non-Cash Transaction:

The Corporation acquired Pioneer Natural Resources in an all-stock transaction on May 3, 2024, having issued 545 million shares of ExxonMobil common stock having a fair value of $ 63 billion and assumed debt with a fair value of $ 5 billion.

See Note 2 for additional information.

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

ExxonMobil Share of Equity

(millions of dollars, unless noted)

Common Stock Earnings Reinvested Accumulated Other Comprehensive Income Common Stock Held in Treasury ExxonMobil Share of Equity Non-controlling Interests Total Equity

Balance as of March 31, 2023 15,904 440,552 ( 13,095 ) ( 244,676 ) 198,685 7,729 206,414

Amortization of stock-based awards 130 — — — 130 — 130

Other ( 5 ) — — — ( 5 ) 27 22

Net income (loss) for the period — 7,880 — — 7,880 273 8,153

Dividends - common shares — ( 3,701 ) — — ( 3,701 ) ( 178 ) ( 3,879 )

Other comprehensive income (loss) — — 438 — 438 100 538

Share repurchases, at cost — — — ( 4,383 ) ( 4,383 ) — ( 4,383 )

Dispositions — — — 2 2 — 2

Balance as of June 30, 2023 16,029 444,731 ( 12,657 ) ( 249,057 ) 199,046 7,951 206,997

Balance as of March 31, 2024 17,971 458,339 ( 13,169 ) ( 257,891 ) 205,250 7,802 213,052

Amortization of stock-based awards 178 — — — 178 — 178

Other ( 117 ) — — — ( 117 ) 10 ( 107 )

Net income (loss) for the period — 9,240 — — 9,240 331 9,571

Dividends - common shares — ( 4,285 ) — — ( 4,285 ) ( 231 ) ( 4,516 )

Other comprehensive income (loss) — — ( 18 ) — ( 18 ) ( 51 ) ( 69 )

Share repurchases, at cost — — — ( 5,310 ) ( 5,310 ) — ( 5,310 )

Issued for acquisitions 28,749 — — 34,603 63,352 — 63,352

Dispositions — — — 115 115 — 115

Balance as of June 30, 2024 46,781 463,294 ( 13,187 ) ( 228,483 ) 268,405 7,861 276,266

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Common Stock Share Activity

(millions of shares)

Issued Held in Treasury Outstanding Issued Held in Treasury Outstanding

Balance as of March 31 8,019 ( 4,076 ) 3,943 8,019 ( 3,976 ) 4,043

Share repurchases, at cost — ( 45 ) ( 45 ) — ( 40 ) ( 40 )

Issued for acquisitions — 545 545 — — —

Dispositions — — — — — —

Balance as of June 30 8,019 ( 3,576 ) 4,443 8,019 ( 4,016 ) 4,003

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

ExxonMobil Share of Equity

(millions of dollars, unless noted)

Common Stock Earnings Reinvested Accumulated Other Comprehensive Income Common Stock Held

8 unchanged sentences

Dispositions — — — 4 4 — 4

Balance as of March 31, 2023 15,904 440,552 ( 13,095 ) ( 244,676 ) 198,685 7,729 206,414

Balance as of June 30, 2023 16,029 444,731 ( 12,657 ) ( 249,057 ) 199,046 7,951 206,997

Balance as of December 31, 2023 17,781 453,927 ( 11,989 ) ( 254,917 ) 204,802 7,736 212,538

5 unchanged sentences

Share repurchases, at cost — — — ( 8,288 ) ( 8,288 ) — ( 8,288 )

Issued for acquisitions 28,749 — — 34,603 63,352 — 63,352

Dispositions — — — 119 119 — 119

Balance as of March 31, 2024 17,971 458,339 ( 13,169 ) ( 257,891 ) 205,250 7,802 213,052

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023

Balance as of June 30, 2024 46,781 463,294 ( 13,187 ) ( 228,483 ) 268,405 7,861 276,266

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Common Stock Share Activity

3 unchanged sentences

Share repurchases, at cost — ( 73 ) ( 73 ) — ( 79 ) ( 79 )

Issued for acquisitions — 545 545 — — —

Dispositions — — — — — —

Balance as of March 31 8,019 ( 4,076 ) 3,943 8,019 ( 3,976 ) 4,043

Balance as of June 30 8,019 ( 3,576 ) 4,443 8,019 ( 4,016 ) 4,003

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

6 unchanged sentences

Pioneer Natural Resources Merger

On October 11, 2023, the Corporation entered into a merger agreement with Pioneer Natural Resources Company (Pioneer), an independent oil and gas exploration and production company, in exchange for ExxonMobil common stock.

Based on the Octob er 5 closing price for ExxonMobil shares, the fixed exchange rate of 2.3234 per Pioneer share, and Pioneer's outstanding net debt, the implied enterprise value of the transaction was approximately $ 65 billion.

We expect that the number of shares issuable in connection with the transaction to be approximately 545 million.

The transaction is expected to close in the second quarter of 2024, subject to regulatory approvals.

Pioneer holds over 850,000 net acres in the Midland Basin of West Texas, which consist of proved reserves totaling over 2.4 billion barrels of oil equivalent (as of December 31, 2023) and over 700 thousand oil-equivalent barrels per day of production for the three months ended December 31, 2023.

On May 3, 2024, the Corporation acquired Pioneer Natural Resources Company ("Pioneer"), an independent oil and gas exploration and production company.

The acquisition included over 850 thousand net acres in the Midland Basin of West Texas and proved reserves in excess of 2 billion oil-equivalent barrels.

In connection with the acquisition, we issued 545 million shares of ExxonMobil common stock having a fair value of $ 63 billion on the acquisition date, and assumed debt with a fair value of $ 5 billion.

The transaction was accounted for as a business combination in accordance with ASC 805, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed.

(billions of dollars) Pioneer

Current assets (1)

Other non-current assets 1

Property, plant & equipment (2)

Total identifiable assets acquired 88

Current liabilities (1)

Long-term debt (3)

Deferred income tax liabilities (4)

Other non-current liabilities 2

Total liabilities assumed 26

Net identifiable assets acquired 62

Net assets (6)

(1) Current assets and current liabilities consist primarily of accounts receivable and payable, with their respective fair values approximating historical values given their short-term duration, expectation of insignificant bad debt expense, and our credit rating.

(2) Property, plant and equipment was preliminarily valued using the income approach.

Significant inputs and assumptions used in the income approach included estimates for commodity prices, future oil and gas production profiles, operating expenses, capital expenditures, and a risk-adjusted discount rate.

Collectively, these inputs are Level 3 inputs.

(3) Long-term debt was valued using market prices as of the acquisition date, which reflects the use of Level 1 inputs.

(4) Deferred income taxes represent the tax effects of differences in the tax basis and acquisition date fair values of assets acquired and liabilities assumed.

(5) Goodwill was allocated to the Upstream segment.

(6) Provisional fair value measurements were made for assets acquired and liabilities assumed.

Adjustments to those measurements may be made in subsequent periods, up to one year from the date of acquisition, as we continue to evaluate the information necessary to complete the analysis.

Debt Assumed in the Merger

The following table presents long-term debt assumed at closing:

(millions of dollars)

Par Value Fair Value

as of May 2, 2024

0.250 % Convertible Senior Notes due May 2025 (1)

1.125 % Senior Notes due January 2026

5.100 % Senior Notes due March 2026

7.200 % Senior Notes due January 2028

4.125 % Senior Notes due February 2028

1.900 % Senior Notes due August 2030

2.150 % Senior Notes due January 2031

(1) In June 2024, the Corporation redeemed in full all of the Convertible Senior Notes assumed from Pioneer for an amount consistent with the acquisition date fair value.

Actual and Pro Forma Impact of Merger

The following table presents revenues and earnings for Pioneer since the acquisition date (May 3, 2024), for the periods presented:

(millions of dollars)

Three Months Ended

June 30, 2024 Six Months Ended

June 30, 2024

Sales and other operating revenues 4,372 4,372

Net income (loss) attributable to ExxonMobil 398 398

The following table presents unaudited pro forma information for the Corporation as if the merger with Pioneer had occurred at the beginning of January 1, 2023:

(millions of dollars)

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Sales and other operating revenues 92,167 86,076 178,557 175,425

Net income (loss) attributable to ExxonMobil 9,265 8,577 18,256 20,663

The historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the merger and factually supportable.

The unaudited pro forma consolidated results are not necessarily indicative of what the consolidated results of operations actually would have been had the merger been completed on January 1, 2023.

In addition, the unaudited pro forma consolidated results reflect pro forma adjustments primarily related to conforming Pioneer's accounting policies to ExxonMobil, additional depreciation expense related to the fair value adjustment of the acquired property, plant and equipment, our capital structure, Pioneer's transaction-related costs, and applicable income tax impacts of the pro forma adjustments.

Our transaction costs to effect the acquisition were immaterial.

Litigation and Other Contingencies

15 unchanged sentences

Other Contingencies

The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2024, for guarantees relating to notes, loans and performance under contracts.

The Corporation and certain of its consolidated subsidiaries were contingently liable at June 30, 2024, for guarantees relating to notes, loans and performance under contracts.

Where guarantees for environmental remediation and other similar matters do not include a stated cap, the amounts reflect management’s estimate of the maximum potential exposure.

Where it is not possible to make a reasonable estimation of the maximum potential amount of future payments, future performance is expected to be either immaterial or have only a remote chance of occurrence.

March 31, 2024

June 30, 2024

(millions of dollars) Equity Company

18 unchanged sentences

Total change in accumulated other comprehensive income 570 43 613

Balance as of March 31, 2023 ( 14,434 ) 1,339 ( 13,095 )

Balance as of June 30, 2023 ( 14,021 ) 1,364 ( 12,657 )

Balance as of December 31, 2023 ( 13,056 ) 1,067 ( 11,989 )

3 unchanged sentences

Total change in accumulated other comprehensive income ( 1,197 ) ( 1 ) ( 1,198 )

Balance as of March 31, 2024 ( 14,194 ) 1,025 ( 13,169 )

Balance as of June 30, 2024 ( 14,253 ) 1,066 ( 13,187 )

(1) Cumulative Foreign Exchange Translation Adjustment includes net investment hedge gain/(loss) net of taxes of $ 123 million and $( 70 ) million in 2024 and 2023, respectively.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Amortization and settlement of postretirement benefits reserves adjustment included in net periodic benefit costs

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Foreign exchange translation adjustment 69 85 ( 6 ) 133

4 unchanged sentences

Earnings per common share Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income (loss) attributable to ExxonMobil (millions of dollars)

9,240 7,880 17,460 19,310

Weighted-average number of common shares outstanding (millions of shares) (1)

4,317 4,066 4,158 4,084

Earnings (loss) per common share (dollars) (2)

2.14 1.94 4.20 4.73

Dividends paid per common share (dollars)

(1) Includes restricted shares not vested.

0.95 0.91 1.90 1.82

(1) Includes restricted shares not vested as well as 545 million shares issued for the Pioneer merger on May 3, 2024.

(2) Earnings (loss) per common share and earnings (loss) per common share – assuming dilution are the same in each period shown.

1 unchanged sentence

(millions of dollars) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Components of net benefit cost

22 unchanged sentences

Financial Instruments and Derivatives

The estimated fair value of financial instruments and derivatives at March 31, 2024 and December 31, 2023, and the related hierarchy level for the fair value measurement was as follows:

March 31, 2024

The estimated fair value of financial instruments and derivatives at June 30, 2024 and December 31, 2023, and the related hierarchy level for the fair value measurement was as follows:

June 30, 2024

(millions of dollars) Level 1 Level 2 Level 3 Total Gross Assets

49 unchanged sentences

Includes contingent consideration related to a prior year acquisition where fair value is based on expected drilling activities and discount rates.

At March 31, 2024 and December 31, 2023, respectively, the Corporation had $ 736 million and $ 800 million of collateral under master netting arrangements not offset against the derivatives on the Condensed Consolidated Balance Sheet, primarily related to initial margin requirements.

At June 30, 2024 and December 31, 2023, respectively, the Corporation had $ 675 million and $ 800 million of collateral under master netting arrangements not offset against the derivatives on the Condensed Consolidated Balance Sheet, primarily related to initial margin requirements.

The Corporation may use non-derivative financial instruments, such as its foreign currency-denominated debt, as hedges of its net investments in certain foreign subsidiaries.

Under this method, the change in the carrying value of the financial instruments due to foreign exchange fluctuations is reported in accumulated other comprehensive income.

As of March 31, 2024, the Corporation has designated $ 4.9 billion of its Euro-denominated debt and related accrued interest as a net investment hedge of its European business.

As of June 30, 2024, the Corporation has designated $ 3.2 billion of its Euro-denominated debt and related accrued interest as a net investment hedge of its European business.

The net investment hedge is deemed to be perfectly effective.

The Corporation had undrawn short-term committed lines of credit of $ 323 million and undrawn long-term committed lines of credit of $ 1,914 million as of first quarter 2024.

The Corporation had undrawn short-term committed lines of credit of $ 237 million and undrawn long-term committed lines of credit of $ 1,795 million as of second quarter 2024.

Derivative Instruments

3 unchanged sentences

The Corporation’s commodity derivatives are not accounted for under hedge accounting.

At times, the Corporation also enters into currency and interest rate derivatives, none of which are material to the Corporation’s financial position as of March 31, 2024 and December 31, 2023, or results of operations for the periods ended March 31, 2024 and 2023.

At times, the Corporation also enters into currency and interest rate derivatives, none of which are material to the Corporation’s financial position as of June 30, 2024 and December 31, 2023, or results of operations for the periods ended June 30, 2024 and 2023.

Credit risk associated with the Corporation’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties.

The Corporation maintains a system of controls that includes the authorization, reporting, and monitoring of derivative activity.

The net notional long/(short) position of derivative instruments at March 31, 2024 and December 31, 2023, was as follows:

(millions) March 31, 2024 December 31, 2023

The net notional long/(short) position of derivative instruments at June 30, 2024 and December 31, 2023, was as follows:

(millions) June 30, 2024 December 31, 2023

Crude oil (barrels) 6 ( 7 )

3 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Sales and other operating revenue ( 103 ) 332 ( 895 ) 983

3 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Earnings (Loss) After Income Tax

United States 2,430 920 3,484 2,552

4,644 3,657 9,250 8,482

Energy Products

United States 450 1,528 1,286 3,438

496 782 1,036 3,055

Chemical Products

United States 526 486 1,030 810

253 342 534 389

Specialty Products

United States 447 373 851 824

304 298 661 621

Corporate and Financing ( 310 ) ( 506 ) ( 672 ) ( 861 )

2 unchanged sentences

United States 6,729 1,673 8,919 4,443

3,317 3,739 6,843 9,126

Energy Products

3 unchanged sentences

United States 2,213 1,992 4,407 4,021

3,620 3,678 7,266 7,370

Specialty Products

United States 1,538 1,542 3,007 3,110

3,115 3,095 6,265 6,384

Corporate and Financing 25 3 49 12

2 unchanged sentences

United States 5,545 5,044 11,533 10,000

11,043 8,412 21,023 17,811

Energy Products

United States 6,537 5,074 13,095 10,525

6,395 6,988 13,147 13,957

Chemical Products

United States 1,950 2,084 3,815 3,872

998 977 2,023 1,754

Specialty Products

United States 634 684 1,289 1,364

151 169 315 268

Corporate and Financing 71 64 150 128

1 unchanged sentence

(millions of dollars) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

United States 36,895 31,335 67,551 62,626

8 unchanged sentences

Australia 2,450 2,392 4,875 4,820

Belgium 2,407 2,649

Germany 2,448 2,256 4,795 4,549

Belgium 2,302 2,410 4,709 5,059

(1) Revenue is determined by primary country of operations.

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Revenue from contracts with customers 64,181 63,322 122,600 127,626

2 unchanged sentences

Divestment Activities

Through March 31, 2024, the Corporation realized proceeds of approximately $ 0.7 billion from its divestment activities with negligible impact on net after-tax earnings.

This included the sale of the Santa Ynez Unit and associated facilities in California, as well as other smaller divestments.

Through June 30, 2024, the Corporation realized proceeds of approximately $ 1.6 billion and net after-tax earnings of $ 0.4 billion from its divestment activities.

This included the sale of the Santa Ynez Unit and associated facilities in California, certain conventional and unconventional assets in the United States, as well as other smaller divestments.

In 2023, the Corporation realized proceeds of approximately $ 4.1 billion and recognized net after-tax earnings of approximately $ 0.6 billion from its divestment activities.

3 unchanged sentences

In mid-2022, a Nigerian court issued an order to halt transition activities and enter into arbitration with the Nigerian National Petroleum Company.

The closing date and any loss on sale will depend on resolution of these matters.

In June 2024, the court order was lifted and arbitration suspended.

The closing date and any loss on sale will depend on resolution of the conditions precedent and government approvals.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements